0001193125-16-556647 Sample Contracts

MEMORANDUM OF AGREEMENT (Advisory Fee Waivers)
Memorandum of Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an “Exhibit” or, collectively the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco Advantage Municipal Income Trust II, Invesco Bond Fund, Invesco California Value Municipal Income Trust, Invesco Dynamic Credit Opportunities Fund, Invesco Exchange Fund, Invesco High Income Trust II, Invesco Management Trust, Invesco M

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PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., MEMBERS LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND CUNA BROKERAGE SERVICES, INC.,...
Participation Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds) • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of January, 2016 (“Agreement”), by and among AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), a Delaware Trust (“AVIF (IVIF)”), INVESCO DISTRIBUTORS, INC., a Delaware corporation (“INVESCO”), MEMBERS Life Insurance Company, an Iowa life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and CUNA Brokerage Services, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

AMENDMENT TO INVESCO FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)
MEMORANDUM OF AGREEMENT (Expense Limitations)
Memorandum of Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California Value Municipal Trust, Invesco Management Trust, Invesco Municipal Opportunity Trust, Invesco Quality Municipal Income Trust, Invesco Securities Trust, Invesco Trust for Investment Grade New York Municipals and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibi

AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated June 1, 2010, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), National Integrity Life Insurance Company, a New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and Touchstone Securities, Inc., a Nebraska Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”), is hereby amended as follows:

AMENDMENT NO. 12 to the PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This AMENDMENT, effective as of April 1, 2015, amends the Participation Agreement by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Funds”), Invesco Distributors, Inc. (the “Distributor”), Hartford Life Insurance Company (“HLIC”), Hartford Life and Annuity Insurance Company (“HLAIC”)(HLIC and HLAIC, both Connecticut life insurance companies, are individually and collectively referred to as the “Company”), Hartford Securities Distribution Company, Inc. (the “Underwriter”) and Pruco Securities LLC (“Pruco”) dated as of July 2, 1998 (as subsequently amended, the “Participation Agreement”).

AMENDMENT NO. 11 to the PARTICIPATION AGREEMENT
Participation Agreement • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

The Participation Agreement (the “Agreement”), dated as of July 2, 1998, as amended, by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“Funds”), Invesco Distributors, Inc. a Delaware corporation (“Distributor”), Hartford Life Insurance Company, Hartford Life and Annuity Insurance Company, both Connecticut life insurance companies (collectively, “Company”) and Hartford Securities Distribution Company, Inc., a Connecticut corporation (“Underwriter”), is hereby amended as follows:

AMENDMENT NO. 13 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup Sub-Advisory Contract for Mutual Funds • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment effective as of April 29, 2016, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Variable Insurance Funds (Invesco Variable Insurance Funds), and each of Invesco Canada Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

AMENDMENT NO. 28 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Amended and Restated Agreement and Declaration of Trust • April 26th, 2016 • Aim Variable Insurance Funds (Invesco Variable Insurance Funds)

This Amendment No. 28 to the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (this “Amendment”) amends, effective January 29, 2016, the Amended and Restated Agreement and Declaration of Trust of AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (the “Trust”) dated as of September 14, 2005, as amended (the “Agreement”).

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